1
SERVICES AGREEMENT
This Agreement (the “
Agreement
”) is is entered
 
into by and between
 
Popular, Inc. (“
Popular
”), a corporation duly
organized
 
existing under
 
the laws
 
of
 
Commonwealth of
 
Puerto Rico
 
and Ignacio
 
Alvarez (“
Consultant
”) (each
 
a
“
Party
” and together the “Parties”), on February 25, 2025.
WHEREAS, Consultant is currently employed by Popular as Chief Executive Officer;
WHEREAS, Consultant has decided to retire from Popular effective June 30, 2025; and
WHEREAS, Popular
 
desires to
 
retain Consultant
 
following his
 
retirement to
 
provide certain
 
consulting services
 
to
Popular, and Consultant desires to provide such consulting
 
services to Popular, all subject to the terms and
 
conditions
set forth herein; and
NOW THEREFORE,
 
in consideration
 
of the
 
promises and
 
the mutual
 
covenants and
 
agreements contained
 
herein,
and
 
for
 
other
 
good
 
and
 
valuable
 
consideration,
 
the
 
receipt,
 
sufficiency
 
and
 
adequacy
 
of
 
which
 
are
 
hereby
acknowledged, the parties hereby agree as follows:
1.
Services
1.1
Service Engagement. Consultant represents
 
and agrees that it shall
 
provide and render to Popular
 
such consulting
services, as may
 
be reasonably requested
 
by Popular, (i) to
 
facilitate the transition
 
of the Chief
 
Financial Officer’s
responsibilities to
 
Consultant’s
 
successor and
 
(ii) to
 
support other
 
general business
 
initiatives (collectively,
 
the
“
Services
”).
1.2
 
Independent Parties. Consultant
 
is an independent
 
contractor. Nothing
 
in this Agreement
 
creates an employer-
employee relationship with
 
Popular, nor a partnership,
 
affiliation, joint venture, agency
 
relationship or other
 
form
of business association between the Parties hereto.
2.
FEES, INVOICES AND PAYMENT
2.1
Fees and Reimbursable Expenses. For the Services provided under this
 
Agreement, Popular shall pay Consultant
a fee
 
equal to
 
$47,000 per
 
month, for
 
an aggregate
 
total fee
 
of $282,000
 
during the
 
Term
 
(as defined
 
below)
(“
Fees
”).
 
The
 
Fees
 
include
 
all
 
fees,
 
costs
 
and
 
administrative
 
and
 
overhead
 
expenses.
 
Popular
 
will
 
reimburse
Consultant only for those expenses previously agreed to by Popular and,
 
unless otherwise stated, meal and travel
expenses will be reimbursed in accordance with Popular’s guidelines, which will be provided upon request.
2.2
Payment. Popular will pay the Fees in United States Dollars, monthly in arrears,
 
no later than the fifteenth (15th)
day of the calendar month
 
following the month in which such
 
fee was earned. Popular will deposit
 
the payment
electronically to the bank account designated by Consultant or as otherwise mutually agreed to by the Parties.
 
2.3
Taxes.
 
Consultant shall pay
 
all taxes related to
 
the Services provided under
 
this Agreement. If Popular
 
is required
by Federal
 
or US
 
state Law
 
to withhold
 
taxes on
 
any amount
 
payable to
 
Consultant, Popular
 
will deduct
 
such
taxes
 
and pay
 
them
 
to the
 
appropriate taxing
 
authority,
 
unless Consultant
 
submits evidence
 
of
 
a government-
issued exemption or waiver. However, Popular’s omission from withholding any applicable taxes, in whole or in
part, will not discharge
 
Consultant’s responsibility
 
to pay any such
 
taxes when due.
 
Consultant shall indemnify
Popular from any and
 
all liability that may
 
arise for nonpayment of
 
any applicable taxes. Popular
 
shall pay any
state sales,
 
use or
 
value added
 
tax applicable
 
to the
 
Services or
 
products. The
 
withholding Party
 
shall provide
proof of payment of the taxes withheld.
3.
TERM AND TERMINATION
 
 
 
 
 
 
2
3.1
Term of the Agreement. The Agreement
 
will commence on July
 
1, 2025 (the “
Effective Date
”) and will continue
in effect until December 31, 2025 (the “
Term
”).
3.2
Termination.
 
Either
 
Party
 
may
 
terminate
 
the
 
Agreement
 
for
 
cause
 
upon
 
written
 
notice
 
to
 
the
 
other
 
Party
 
as
follows:
 
(1) if the cause for termination relates to a violation of Laws (defined below), breach
 
of confidentiality,
privacy
 
or
 
other
 
compliance
 
matter,
 
the
 
termination
 
may
 
be
 
effective
 
immediately
 
or
 
(2)
 
for
 
Consultant’s
noncompliance with its
 
obligations under the
 
Agreement, the effective termination
 
date will be
 
ten (10) days
 
after
delivery of the notice of the breach to the breaching Party if it remains uncured at the expiration thereof.
 
3.3
Effect
 
of
 
Termination.
 
Upon
 
expiration
 
or
 
termination
 
of
 
the
 
Agreement
 
for
 
any
 
reason,
 
Consultant
 
shall
promptly: (a) deliver to Popular, upon request, all
 
documents, work product, and other materials, whether or not
complete, prepared by or on behalf
 
of Consultant during the course
 
of performing the Services for which
 
Popular
has made the corresponding payment; (b) return to Popular all Popular-owned
 
property, equipment, or materials
in
 
its
 
possession
 
or
 
control;
 
(c)
 
remove
 
any
 
Consultant-owned
 
property,
 
equipment,
 
or
 
materials
 
located
 
at
Popular’s
 
locations;
 
and
 
(d)
 
comply
 
with
 
the
 
provisions
 
related
 
to
 
the
 
destruction
 
of
 
Popular’s
 
Confidential
Information as provided below.
 
3.4
Survival of
 
Terms.
 
Any provision of
 
the Agreement that
 
expressly or
 
by implication
 
is intended
 
to continue in
force shall survive termination or expiration of the Agreement.
4.
CONFIDENTIALITY OF INFORMATION
4.1
General. The Parties acknowledge that, in
 
furtherance of the Agreement, the Consultant
 
(the “
Receiving Party
”)
may
 
receive
 
from
 
Popular
 
(the
 
“
Disclosing
 
Party
”)
 
Confidential
 
Information.
 
Unless
 
otherwise
 
agreed,
 
the
Disclosing Party will remain the owner of the Confidential Information and any derivative
 
thereof and retains its
entire
 
right,
 
title,
 
and
 
interest,
 
including
 
all
 
intellectual
 
property
 
rights,
 
therein.
 
Any
 
disclosure
 
of
 
such
Confidential
 
Information
 
hereunder
 
shall
 
not
 
be
 
construed
 
as
 
an
 
assignment,
 
grant,
 
option,
 
license,
 
or
 
other
transfer
 
of
 
any
 
such
 
right,
 
title,
 
or
 
interest
 
whatsoever
 
to
 
the
 
Receiving
 
Party.
 
Other
 
than
 
the
 
limited
 
rights
hereunder, the Receiving Party has no other rights in or to any Disclosing Party’s Confidential Information.
 
4.2
Definition
 
of
 
Confidential
 
Information.
 
The
 
term
 
“
Confidential
 
Information
”
 
means
 
any
 
and
 
all
 
of
 
the
Disclosing Party’s confidential or proprietary non-public information or data, whether in electronic or hard copy
format, that
 
is collected,
 
generated, developed,
 
or used
 
in its
 
business or
 
operations. Confidential
 
Information
includes: (1) nonpublic information
 
or data related to actual
 
or potential employees, clients
 
or suppliers including
agreement terms
 
and conditions
 
and lists;
 
(2) Intellectual
 
Property (as
 
defined below);
 
(3) products
 
or services
currently provided or to be developed, including any market research, forecasts or surveys, plans, specifications,
documentation, quality guidelines, and analyses
 
of strengths or weaknesses; (4)
 
marketing and sales information,
such
 
as
 
techniques
 
and
 
data,
 
product
 
development
 
and
 
delivery
 
schedules
 
and
 
methods
 
and
 
logistical
requirements, strategic
 
planning,
 
marketing and
 
advertising plans
 
and
 
budget; (5)
 
technical and
 
technological
information,
 
including
 
computer
 
software
 
and
 
related
 
documentation,
 
license
 
terms,
 
designs,
 
formulas
 
and
algorithms, hardware
 
and systems
 
design, specifications,
 
dataflow, networks, physical and
 
systems environments,
troubleshooting guidelines, test and audit results, data and databases, interfaces, performance characteristics and
reports;
 
(6)
 
financial
 
information,
 
including,
 
financial
 
statements,
 
revenue,
 
income,
 
overhead
 
costs,
 
profit
margins,
 
banking
 
and
 
financing
 
data,
 
budgeting
 
data
 
and
 
reports,
 
tax
 
information
 
and
 
pricing
 
policies;
 
(7)
organizational information
 
including, merger,
 
acquisition and
 
expansion plans,
 
facilities and
 
equipment design
and location;
 
and (8)
 
Popular’s overall
 
strategies, specific
 
programs and
 
strategies utilized
 
by Popular;
 
and the
success or lack of
 
success of those
 
programs and strategies.
 
To the extent applicable to the
 
Services, Confidential
Information includes Popular’s
 
clients’ statutorily protected non-public
 
personal information or data
 
(“Personal
Data”) as defined in applicable Law and this Agreement. Confidential Information does
 
not include information
that the Receiving
 
Party can reasonably
 
demonstrate: (1) was
 
already known to
 
or was rightfully
 
in the possession
of the Receiving Party at the time of disclosure; (2) becomes a matter
 
of public knowledge other than as a result
of
 
a
 
breach
 
of
 
any
 
obligation
 
of
 
confidentiality
 
hereunder
 
or
 
under
 
any
 
confidentiality
 
agreement
 
that
 
the
 
 
 
3
Receiving Party may
 
have with a
 
third
-party; (3) was
 
independently developed by
 
the Receiving Party
 
without
reference to any
 
Confidential Information of
 
the Disclosing Party;
 
(4) was lawfully
 
received from a
 
third-party
without
 
a
 
duty
 
of
 
confidentiality;
 
or
 
(5)
 
was
 
approved
 
for
 
release
 
by
 
the
 
Disclosing
 
Party
 
in
 
writing.
Notwithstanding
 
this
 
exception,
 
Popular’s
 
Intellectual
 
Property
 
and
 
Personal
 
Data
 
will
 
always
 
be
 
considered
Confidential Information.
4.3
Confidential Information Use and Disclosure.
(A)
Any disclosure by the Receiving Party of any of the Disclosing Party’s
 
Confidential Information in order to
comply with applicable
 
Law, or
 
with a valid
 
order issued by
 
a court or
 
governmental agency of
 
competent
jurisdiction
 
(a
 
“
Legal
 
Order
”)
 
shall
 
be
 
subject
 
to
 
the
 
terms
 
of
 
this
 
Section.
 
Before
 
making
 
any
 
such
disclosure, the
 
Receiving Party
 
shall provide
 
the Disclosing
 
Party with:
 
(a) prompt
 
written notice
 
of such
requirement so that
 
the Disclosing Party
 
may seek, at
 
its sole cost
 
and expense, a
 
protective order or
 
other
remedy;
 
and (b)
 
reasonable assistance,
 
at
 
the
 
Disclosing Party’s
 
sole cost
 
and
 
expense, in
 
opposing such
disclosure or seeking a protective order or other limitations on
 
disclosure. If, after providing such notice and
assistance, the Receiving Party (or other persons to
 
whom such Legal Order is directed)
 
remains subject to
a Legal Order,
 
the Receiving Party shall disclose
 
no more than that portion
 
of the Confidential Information
which,
 
on
 
the
 
advice
 
of
 
the
 
Receiving
 
Party’s
 
legal
 
counsel,
 
such
 
Legal
 
Order
 
specifically
 
requires
 
it
 
to
disclose and,
 
on the
 
Disclosing Party’s request,
 
shall use
 
commercially reasonable
 
efforts to
 
obtain assurances
from
 
the
 
applicable
 
court
 
or
 
agency
 
that
 
such
 
Confidential
 
Information
 
will
 
be
 
afforded
 
confidential
treatment. Nothing herein shall require either Party to fail to honor a
 
subpoena, court or administrative order
or a similar requirement or request
 
on a timely basis. If Confidential
 
Information includes materials subject
to the attorney-client privilege, work product doctrine
 
or any other applicable privilege concerning pending
or reasonably foreseeable
 
legal proceedings or
 
governmental investigations, the
 
sharing of such
 
material is
not intended to, and shall not, waive or diminish in any way the confidential nature of the information or its
continued protection under the attorney-client privilege,
 
work product doctrine or other applicable privilege.
(B)
The
 
Consultant
 
shall
 
not,
 
without
 
Popular’s
 
prior
 
written
 
consent:
 
(i)
 
use,
 
reproduce,
 
sell,
 
market,
disseminate, modify or disclose, reverse engineer, translate, discover the
 
source code or trade secrets, render
anonymous, aggregate,
 
segregate or
 
mine any
 
Confidential Information
 
for any
 
purpose other
 
than to
 
perform
the
 
obligations
 
for
 
which
 
the
 
Confidential
 
Information
 
is
 
being
 
disclosed;
 
(ii)
 
disclose
 
the
 
Confidential
Information; (iii) use, access, disclose,
 
process, transmit, share or store
 
Confidential Information outside of
the jurisdiction of the United States; or (vi) remove any proprietary rights or confidentiality legend from the
Confidential Information.
 
4.4
Confidential
 
Supervisory
 
Information.
 
Consultant
 
agrees
 
that
 
it
 
will
 
(i)
 
not
 
disclose
 
Confidential Supervisory
Information
 
(“CSI”)
 
to
 
any
 
person
 
or
 
entity
 
without
 
the
 
prior
 
written
 
approval
 
of
 
Popular
 
and
 
the
 
pertinent
banking regulatory agency
 
and (ii) not
 
use the CSI
 
for any purpose
 
other than as
 
necessary to provide
 
the Services
under this Agreement. “Confidential Supervisory Information” or “CSI” means nonpublic information that is by
law
 
or
 
regulation
 
exempt
 
from
 
disclosure
 
and
 
that
 
is
 
or
 
was
 
created
 
or
 
obtained
 
in
 
furtherance
 
of
 
a
 
banking
regulatory
 
agency’s
 
supervisory,
 
investigatory
 
or
 
enforcement
 
activities
 
relating
 
to
 
a
 
supervised
 
financial
institution, together with any information derived
 
from or related to such
 
information. Confidential Supervisory
Information is
 
confidential and
 
privileged and remains
 
at all
 
times the
 
property of
 
the pertinent
 
banking regulatory
agency.
4.5
Protection of
 
Confidential Information.
 
The Consultant
 
agrees to
 
implement and
 
maintain updated
 
during the
Term, controls necessary
 
and appropriate
 
for the
 
Consultant in
 
order to
 
protect Popular’s
 
Confidential Information
against anticipated threats or hazards
 
or unauthorized access to or
 
use thereof. If the
 
Consultant discovers it has
suffered an
 
unauthorized access,
 
disclosure, loss
 
or use
 
of Popular’s
 
Confidential Information
 
it will
 
promptly
notify the incident to Popular and will take all reasonable steps to immediately mitigate, remedy
 
and prevent any
further disclosure and assist the Popular in any investigation regarding the incident, all at its expense.
 
 
 
 
4
4.6
Destruction. Upon Popular’s request,
 
the Consultant shall promptly return
 
or destroy all copies
 
of the Popular’s
Confidential Information,
 
whether in
 
physical or
 
digital formats,
 
and derivatives
 
and metadata
 
related thereto
including copies embedded in
 
computer files, extracts from computer
 
files and analyses or
 
other material based
upon the Confidential Information. Should Popular request evidence of
 
the destruction of any such Confidential
Information, the Consultant shall submit,
 
within thirty (30) calendar days
 
of such request (or
 
such other time as
agreed to
 
between the
 
Parties), an
 
attestation executed
 
by the
 
Consultant certifying
 
that any
 
such Confidential
Information has been destroyed.
5.
COMPLIANCE AND AUDIT
5.1
Compliance Requirements.
 
(A)
Legal Requirements in General.
 
Consultant will provide the Services
 
and comply with his obligations
 
under
the Agreement
 
in a
 
professional manner
 
and in
 
accordance with
 
industry best
 
practices and
 
in compliance
with
 
applicable
 
federal,
 
state,
 
local,
 
and
 
foreign
 
law,
 
rule,
 
regulation,
 
administrative
 
determinations,
 
and
guidance,
 
as
 
well
 
as
 
the
 
judgments
 
and
 
orders
 
issued
 
by
 
competent
 
government
 
authorities
 
thereunder
(“Laws”), and professional code of
 
conduct.
 
(B)
OFAC.
 
Consultant represents and warrants that: (a) he complies, and shall
 
at all times during the Term will
continue to comply,
 
with the regulations of the U.S. Treasury
 
Department Office of Foreign Assets Control
(“
OFAC
”) and any statute, executive order, or rule relating thereto, as well as any similar laws of a relevant
jurisdiction that may be applicable to the Consultant; (b) he or persons acting on Consultant’s behalf do not,
and
 
shall
 
not
 
during
 
the
 
term
 
of
 
the
 
Agreement,
 
appear
 
on
 
OFAC’s
 
Specially
 
Designated
 
Nationals
 
and
Blocked Persons List (“
SDN List
”), Foreign Sanctions Evaders List, or the
 
Sectoral Sanctions Identification
List (“
SSI List
”), or on any other similar list maintained by OFAC
 
or any other governmental authority; (c)
he is not located in
 
any country or territory
 
that is the subject
 
to the broad U.S sanctions
 
prohibitions; and (d)
Consultant, is not
 
as of the
 
Effective Date, the
 
subject of any
 
investigation relating to
 
a sanctions violation
or a potential sanctions
 
violation and if any
 
is found in the
 
future to be in
 
such a violation, it
 
will promptly
inform Popular, to the extent not prohibited by Law.
 
(C)
Anti-Bribery/Anti-Corruption.
 
1)
Consultant acknowledges and agrees that he complies and during the Term will continue to comply, with all
applicable anti-bribery and anti-corruption
 
Laws, including, but not limited
 
to, the Foreign Corrupt Practices
Act (15 USC
 
§dd-1, et. seq.)
 
(“ABC Laws”).
 
To
 
this effect, Consultant
 
agrees that, while
 
performing the
Services or purporting to act on behalf of Popular, Consultant will not: (1) make, offer, promise or authorize
the payment of anything of value (including, but not limited to, unlawful gifts, bribes, meals, entertainment,
kickbacks or benefits), either directly or
 
through a third -party, to any official or employee of any local,
 
U.S.
or foreign government authority,
 
organization or instrumentality thereof, or to any
 
political party or official
thereof or to
 
any candidate for political
 
office (a “Public
 
Official”) for any
 
purpose that violates applicable
ABC Laws, in order
 
to: (i) influence any
 
act or decision of
 
such Public Official,
 
including a decision to
 
do
or omit
 
to do
 
any act
 
in violation of
 
his lawful
 
duties or
 
proper performance
 
of functions; (ii)
 
induce such
Public Official to use its authority or position with any government entity or with any
 
other person or entity,
to influence any governmental act or decision;
 
(iii) obtain or retain business for,
 
direct business towards, or
secure an
 
improper advantage for,
 
Popular; or
 
(iv) perform
 
any act
 
or make
 
any decision
 
that is
 
otherwise
prohibited by applicable law;
 
or (2) solicit or accept
 
anything of value in connection
 
with the performance of
any service
 
or activity
 
for or
 
on behalf
 
of Popular.
 
Furthermore, unless
 
specifically requested,
 
Consultant
agrees not to,
 
directly or through
 
an intermediary: (1)
 
contact any federal,
 
state, local or
 
foreign regulatory
body or Public Official regarding any
 
matter or issue in connection
 
with the Services for Popular;
 
(2) engage
in lobbying efforts
 
on behalf
 
of Popular, or
 
(3) make
 
payments to a
 
Public Official on
 
behalf of Popular
 
solely
 
 
 
 
5
to expedite or secure the performance of
 
routine, non
-discretionary government actions to which Popular is
already entitled (“facilitating payments”).
2)
Consultant represents that, to the best
 
of Consultant’s knowledge, he does not have a close
 
association based
on a
 
family,
 
romantic or
 
friendship relationship
 
(“personal relationship”)
 
with a
 
Public Official
 
who may
need to act
 
or omit
 
to act
 
directly or indirectly
 
as part
 
of its lawful
 
duties, in
 
relation to any
 
part of the
 
Services
Consultant renders for Popular.
3)
Consultant agrees to report
 
in writing to Popular
 
any known or suspected
 
violations of applicable ABC
 
Laws
or the terms
 
of this Section
 
that occur in
 
connection with Consultant’s performance
 
of the Services,
 
including
if he identifies that
 
any unlawful payment has
 
occurred in violation of
 
the above or if
 
he receives a request
or solicitation for any such payment.
5.2
Code of
 
Ethics. Consultant
 
represents that
 
he has
 
read, and
 
shall comply
 
with, the
 
Code of
 
Ethics for
 
Popular
Suppliers,
 
as
 
may
 
be
 
amended
 
from
 
time
 
to
 
time,
 
a
 
copy
 
of
 
which
 
is
 
located
 
at
 
https://investor.popular.com/eng/corporate-governance/default.aspx or such other site identified by Popular.
 
5.3
Monitoring and Audit Rights.
 
(A)
Consultant acknowledges that
 
Popular, its internal or external
 
auditors and its regulators
 
may perform audits,
assessments, examinations,
 
or reviews
 
of Consultant’s
 
Services (“
Audit
”) in
 
order to
 
confirm compliance
with the Agreement, as well as with Laws and industry standards. Upon Popular’s written request, at a time,
frequency
 
and
 
place
 
reasonably
 
agreed
 
to
 
between
 
the
 
Parties,
 
Consultant
 
shall
 
submit
 
the
 
information,
provide periodic
 
reports (including
 
those of
 
internal controls,
 
systems, financial
 
condition or
 
compliance),
respond to
 
risk questionnaires
 
or allow
 
access to
 
relevant Personnel,
 
systems, documents
 
or physical
 
premises
in a timely
 
manner so as
 
to permit Popular
 
to comply with
 
the Audit. If
 
an Audit reveals
 
areas of material
concern
 
to
 
Popular,
 
the
 
Parties
 
will
 
agree
 
on
 
a
 
plan
 
to
 
address
 
the
 
deficiency
 
in
 
an
 
adequate
 
and
 
timely
manner.
 
If Consultant does not address such material deficiencies in accordance
 
with the plan, Popular may
modify the
 
frequency of
 
the monitoring
 
activities at
 
Consultant’s
 
expense or
 
terminate the
 
Agreement for
 
cause.
 
6.
INTELLECTUAL PROPERTY
6.1
Ownership.
 
Each Party
 
acknowledges that
 
the other
 
Party owns
 
the intellectual
 
property associated
 
with or
 
related
to the other Party and, in the case of Popular, its affiliates, and their respective businesses, products and services
including copyrights, patents, patent disclosures and
 
inventions (whether patentable or not), trademarks, service
marks, trade
 
secrets, know-how,
 
and other
 
confidential information,
 
trade dress,
 
trade names,
 
logos, corporate
names and
 
domain names,
 
together with
 
all of
 
the goodwill
 
associated therewith,
 
and derivative
 
works in
 
whatever
medium
 
whether
 
or
 
not
 
registered,
 
and
 
all
 
related
 
rights
 
therein
 
(“Intellectual
 
Property”).
 
Each
 
Party
 
further
acknowledges that
 
it receives
 
no right,
 
title to
 
or interest
 
in or
 
to any
 
of the
 
other Party’s
 
Intellectual Property
other than as provided under the Agreement.
6.2
Popular Ownership of Work
 
Product. Unless otherwise explicitly
 
agreed to in writing
 
by the Parties, Popular
 
is
and
 
will
 
be
 
the
 
sole
 
and
 
exclusive
 
owner
 
of
 
all
 
right,
 
title
 
and
 
interest
 
throughout
 
the
 
world
 
in
 
and
 
to
 
all
deliverables that are the results
 
and proceeds of the Services
 
performed under the Agreement, whether
 
developed
singly or jointly
 
with any other
 
person or entity, for
 
or on behalf
 
of Popular (“Work Product”).
 
The Work Product
includes,
 
without
 
limitation,
 
all
 
works
 
of
 
authorship,
 
data,
 
materials
 
or
 
information
 
gathered,
 
originated,
developed,
 
processed
 
or
 
obtained,
 
and
 
all
 
program
 
codes
 
or
 
documentation
 
together
 
with
 
any
 
associated
 
 
 
 
6
copyrights. Consultant
 
agrees that
 
all Work Product will
 
be deemed
 
“work for
 
hire” as
 
defined by
 
Law for
 
Popular
and all
 
copyrights therein automatically
 
and immediately vest
 
in Popular.
 
If for any
 
reason Work
 
Product does
not constitute
 
work for
 
hire, Consultant
 
irrevocably assigns
 
(and will
 
perform all
 
acts necessary
 
to make
 
such
assignment,
 
including
 
agreements
 
from
 
its
 
Personnel
 
or
 
Subcontractors)
 
to
 
Popular,
 
for
 
no
 
additional
consideration, the entire right, title, and interest throughout the world in and to such Work Product.
 
7.
LIABILITY; INDEMNIFICATION
7.1
Indemnity.
 
Each Party shall
 
indemnify,
 
hold harmless, and
 
defend the other
 
Party and each
 
of its
 
affiliates and
their
 
respective
 
officers,
 
directors,
 
employees,
 
agents,
 
successors,
 
and
 
assigns
 
(collectively,
 
“
Indemnitees
”)
against
 
losses,
 
damages,
 
liabilities,
 
deficiencies,
 
claims,
 
actions,
 
judgments,
 
settlements,
 
interest,
 
awards,
penalties,
 
fines,
 
costs,
 
or
 
expenses,
 
including
 
professional
 
fees
 
and
 
reasonable
 
attorneys’
 
fees
 
(collectively,
“
Losses
”), related
 
or incidental
 
to, or
 
arising out
 
of: (i)
 
the actual
 
or alleged
 
violation of
 
Laws; (ii)
 
actual or
alleged act, failure
 
to act or
 
omission, constituting fraud,
 
negligence or willful
 
misconduct relating to
 
the Services
(iii)
 
a
 
third-Party
 
claim,
 
suit,
 
or
 
proceeding
 
arising
 
out
 
of,
 
related
 
to,
 
or
 
alleging
 
infringement
 
of
 
intellectual
property right by the Work Product or any Intellectual Property
 
used to provide the Services or
 
made available to
Popular
 
as
 
part
 
of
 
the
 
Services;
 
or
 
(iv)
 
claims
 
alleging
 
injury
 
or
 
damage
 
to
 
persons
 
or
 
property
 
caused
 
by
Consultant during the provision of its
 
Services. The indemnification obligations shall survive the
 
termination of
the Agreement.
 
7.2
Limitation
 
of
 
Liability.
 
NEITHER
 
PARTY
 
SHALL
 
BE
 
LIABLE
 
TO
 
THE
 
OTHER
 
PARTY
 
FOR
 
ANY
INDIRECT, INCIDENTAL,
 
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING LOSS
OF
 
PROFITS,
 
REVENUE,
 
BUSINESS
 
OR
 
SAVINGS,
 
WHETHER
 
IN
 
AN
 
ACTION
 
IN
 
CONTRACT
 
OR
TORT,
 
EVEN IF
 
SUCH DAMAGES
 
ARE POSSIBLE
 
OR FORESEEABLE.
 
LIABILITY FOR
 
GENERAL
CLAIMS FOR BREACH
 
OF CONTRACT WILL
 
BE LIMITED TO
 
AN AMOUNT EQUIVALENT
 
TO THE
FEES FOR SERVICES
 
PAID
 
OR PAYABLE
 
BY POPULAR TO CONSULTANT
 
DURING THE TWENTY-
FOUR MONTHS
 
PRIOR TO
 
THE DATE
 
OF THE
 
CLAIM.
 
NOTWITHSTANDING
 
ANYTHING TO
 
THE
CONTRARY HEREIN, THE LIMITATIONS
 
SET FORTH IN THIS SECTION SHALL NOT APPLY
 
IN THE
EVENT OF EITHER PARTY’S
 
GROSS NEGLIGENCE, WILLFUL MISCONDUCT,
 
FRAUD, VIOLATION
OF LAW (INCLUDING THOSE
 
RELATED TO PRIVACY AND DATA
 
PROTECTION), OR
 
THIRD-PARTY
CLAIMS FOR INTELLECTUAL PROPERTY INFRINGEMENT.
 
8.
RESTRICTIVE COVENANTS
8.1
Non-Compete. During
 
the Term of
 
this Agreement,
 
Consultant agrees
 
that he
 
will not
 
work or
 
associate (including
as a
 
director, officer,
 
employee, partner,
 
consultant, agent
 
or advisor)
 
with or
 
otherwise provide
 
services to,
 
or
operate, manage or control in
 
any way,
 
a Competitive Enterprise performing the same
 
or similar duties as those
which
 
were
 
performed
 
by
 
him
 
during
 
the
 
12-month
 
period
 
immediately
 
preceding
 
the
 
Effective
 
Date
 
of
 
this
Agreement. “Competitive
 
Enterprise” means
 
any business
 
enterprise that
 
either (1)
 
engages in
 
commercial or
consumer financial
 
services, retail
 
banking, internet
 
banking, or
 
other financial,
 
investment, financial
 
advisor,
trust or insurance services to either commercial or consumer customers in
 
the Commonwealth of Puerto Rico or
the States of
 
New York
 
or Florida, or
 
(2) holds a
 
5% or greater
 
equity,
 
voting or profit
 
participation interest in
any enterprise that engages in such a competitive activity within the Commonwealth of Puerto Rico or the States
of New York or Florida.
8.2
Non-Solicitation of Customers.
 
During the Term
 
of this Agreement, Consultant agrees that he will
 
not, directly
or indirectly or through
 
associates, agents, or employees
 
solicit, participate in or
 
assist in the solicitation
 
of any
of
 
Popular’s
 
customers
 
serviced
 
by
 
him
 
or
 
with
 
whom
 
he
 
had
 
Material
 
Contact
 
and/or
 
regarding
 
whom
 
he
received Confidential Information (as defined in
 
Popular’s Code of Ethics) during
 
the three-year period prior to
Effective Date who
 
were still customers
 
of Popular during
 
the immediately preceding
 
12-month period, for
 
the
purpose of providing
 
products or
 
series in
 
competition with Popular’s
 
products or services.
 
“Material Contact”
 
 
 
 
 
 
 
 
7
means interaction between Consultant and the customer within the
 
three
-years prior to the Effective Date which
takes place to manage, service or further the business relationship.
8.3
Non-Solicitation of Popular Employees. During the Term
 
of this Agreement, Consultant agrees that
 
he will not,
directly or
 
indirectly or
 
through associates,
 
agents, or
 
employees solicit,
 
recruit or
 
assist in
 
the solicitation
 
or
recruitment of any employee or consultant
 
of Popular (or who was an
 
employee or consultant of Popular within
the prior
 
six months
 
of the
 
Effective Date)
 
for the
 
purpose of
 
encouraging them
 
to leave
 
Popular’s employ
 
or
sever an agreement for services.
8.4
Definition. The term “Solicit”, when used in this section, will mean any direct or indirect communication of any
kind regardless of who initiates it, that
 
in any way invites, advises, encourages
 
or requests any person to take any
action;
 
provided
 
that
 
such
 
term
 
will
 
not
 
be
 
deemed
 
to
 
include
 
solicitation
 
by
 
public
 
advertisement
 
media
 
of
general distribution (i.e.,
 
not targeted to present
 
employees, consultants or
 
customers of Popular) without
 
specific
instruction or direction by Consultant.
9.
GENERAL TERMS
9.1
Additional Representations
 
and Warranties
 
.
 
Each Party
 
represents and
 
warrants to
 
the other
 
Party that
 
(a)
 
the
Agreement will not violate the terms
 
of any other agreement or contract
 
to which such Party is bound
 
nor require
any third-party
 
consent or
 
approval; and
 
(b) the
 
Agreement constitutes
 
a valid
 
and binding
 
obligation of
 
such
Party, enforceable
 
against it in accordance with
 
its terms except to
 
the extent that enforceability may
 
be limited
by
 
bankruptcy,
 
insolvency,
 
receivership,
 
moratorium,
 
reorganization
 
or
 
other
 
similar
 
laws
 
affecting
 
the
enforcement of creditors’ rights generally or general principles of equity or considerations of public policy.
 
9.2
No Waiver.
 
The failure
 
or delay
 
by a
 
Party to
 
require performance
 
of the
 
other Party
 
of any
 
provision of
 
the
Agreement shall not
 
affect the
 
right of
 
such Party to
 
enforce the same
 
provision, nor shall
 
the waiver by
 
either
Party of
 
any breach
 
of any
 
provision hereof
 
be taken
 
or held
 
to be
 
a waiver
 
of any
 
succeeding breach
 
of such
provision, or as a waiver of the provision itself. The Parties may exercise any right or remedy in order to enforce
the terms and conditions of the Agreement.
 
9.3
Notice. All notices
 
or communication required hereunder
 
must be made
 
in writing to
 
the corresponding Party’s
contact and address. Legal
 
notices (including claims, breach
 
of contract, indemnification requests,
 
and regulatory
compliance issues)
 
from Consultant
 
to Popular
 
must be
 
sent by
 
messenger with
 
acknowledgement of
 
receipt,
certified mail
 
or
 
national courier
 
with copy
 
to the
 
Legal Representative
 
in
 
the same
 
manner.
 
Any
 
changes or
additions to the above contact information
 
must be notified in writing with
 
receipt acknowledged. Notification to
the Party’s contact of record shall be presumed correct.
9.4
Severability. Should a court or arbiter with competent jurisdiction determine that any clause is illegal, invalid, or
unenforceable under present or
 
future law,
 
such provision will
 
be fully severable,
 
and the remaining
 
provisions
of the Agreement will remain in full force and effect.
9.5
Governing Law and Jurisdiction. The Agreement and all transactions
 
contemplated therein will be governed by,
and construed and enforced in
 
accordance with, the laws of
 
the Commonwealth of Puerto Rico,
 
without regard to
any
 
conflicts
 
of
 
law
 
provisions
 
thereof.
 
Any
 
civil
 
action
 
or
 
legal
 
proceeding
 
arising
 
out
 
of
 
or
 
relating
 
to
 
the
Agreement will be brought exclusively in
 
the courts of the Commonwealth of
 
Puerto Rico. Each Party consents
to the jurisdiction of
 
such court in any
 
such civil action or
 
legal proceeding and
 
waives any objection to
 
the venue
of any
 
such civil
 
action or legal
 
proceeding in
 
such court.
 
EACH PARTY KNOWINGLY AND VOLUNTARILY
WAIVES
 
ANY RIGHT
 
TO A
 
TRIAL BY
 
JURY
 
IN ANY
 
ACTION OR
 
PROCEEDING TO
 
ENFORCE OR
DEFEND ANY RIGHTS OR DUTIES UNDER THIS AGREEMENT.
9.6
Assignment.
 
Popular
 
may
 
assign,
 
whether
 
voluntarily
 
or
 
involuntarily,
 
by
 
operation
 
of
 
law
 
or
 
otherwise,
 
the
Agreement or any rights
 
or obligations under the
 
Agreement to any subsidiary
 
or affiliate without providing
 
prior
 
 
 
 
8
written notice to Consultant.
 
Consultant may not assign,
 
whether voluntarily or involuntarily, by operation
 
of law
or
 
otherwise
 
his
 
rights
 
and
 
obligations
 
under
 
the
 
Agreement
 
without
 
Popular’s
 
prior
 
written
 
consent,
 
which
consent
 
may
 
be
 
withheld
 
at
 
Popular’s
 
convenience
 
which
 
may
 
include
 
following
 
its
 
vendor
 
management
procedures prior to allowing the assignee to provide the Services.
9.7
Entire Agreement
 
and Amendments.
 
The Agreement
 
and any
 
Annex, Schedule,
 
appendix, exhibit,
 
certificate,
amendment or other document
 
attached or subsequently attached
 
hereto or to which
 
reference is made herein
 
will
be incorporated and made a part hereof as if fully set forth herein and will be subject to the terms and conditions
hereof and together with the Agreement will
 
constitute the entire contract between the Parties,
 
and supersedes all
prior or
 
contemporaneous agreements
 
or understandings,
 
written or
 
oral,
 
concerning the
 
subject matter
 
of
 
the
Agreement. The
 
Agreement may
 
not be
 
modified, amended
 
or supplemented
 
in any
 
manner except
 
by mutual
agreement of the Parties and set forth in a writing signed by a duly authorized representative of each Party.
 
9.8
No Third-Party Beneficiaries.
 
The Agreement shall be
 
binding upon and
 
inure to the
 
benefit of the
 
Parties and
their respective successors and
 
permitted assigns and, unless otherwise
 
agreed to by the
 
Parties, nothing herein,
express or
 
implied, is
 
intended to
 
or shall
 
confer upon
 
any other
 
person any
 
legal or
 
equitable right,
 
benefit or
remedy of any nature whatsoever under or by reason of the Agreement.
9.9
EACH
 
PARTY
 
ACKNOWLEDGES
 
THAT,
 
BEFORE
 
EXECUTING
 
THIS
 
AGREEMENT,
 
SUCH
 
PARTY
HAS
 
HAD
 
THE
 
OPPORTUNITY
 
TO
 
SEEK
 
THE
 
ADVICE
 
OF
 
INDEPENDENT
 
LEGAL
 
COUNSEL
(WHETHER OR NOT IT
 
ACTUALLY ELECTED TO DO SO), AND HAS READ
 
AND UNDERSTOOD ALL
OF
 
THE
 
TERMS
 
AND
 
PROVISIONS
 
OF
 
THIS
 
AGREEMENT.
 
THIS
 
AGREEMENT
 
SHALL
 
NOT
 
BE
CONSTRUED AGAINST ANY PARTY
 
BY REASON OF THE DRAFTING OR PREPARATION
 
HEREOF.
9.10
 
Counterparts. The Agreement
 
may be
 
executed in one
 
or more
 
counterparts, each of
 
which will be
 
deemed an
original, but all of
 
which taken together will
 
constitute one and the
 
same instrument. Signatures to
 
the Agreement
transmitted by
 
electronic mail
 
in .pdf
 
form, or
 
by any
 
other electronic
 
means intended
 
to preserve
 
the original
graphic
 
and
 
pictorial
 
appearance
 
of
 
a
 
document,
 
will
 
have
 
the
 
same
 
effect
 
as
 
physical
 
delivery
 
of
 
the
 
paper
document
 
bearing
 
the
 
original
 
signature.
 
The
 
Parties
 
may
 
sign
 
the
 
Agreement
 
using
 
DocuSign,
 
or
 
any
 
other
electronic signature application.
 
9.11
 
Electronic
 
Signature.
 
Each
 
Party
 
represents
 
that
 
if
 
the
 
Agreement
 
is
 
executed
 
with
 
an
 
electronic
 
signature
application,
 
the
 
electronic
 
signatures
 
are
 
the
 
same
 
as
 
handwritten
 
signatures
 
for
 
the
 
purposes
 
of
 
validity,
enforceability, and admissibility and will not dispute the
 
legally binding nature thereof
 
on the basis that the
 
terms
were
 
accepted
 
with
 
an
 
electronic
 
signature.
 
Furthermore,
 
the
 
Parties
 
agree
 
they
 
(a)
 
shall
 
comply
 
with
 
all
applicable electronic records and
 
signatures laws, including but
 
not limited to the Electronic
 
Signatures in Global
and
 
National
 
Commerce
 
Act;
 
and
 
(b)
 
shall
 
ensure
 
that
 
their
 
respective
 
electronic
 
signatures
 
vendor
 
has
 
the
necessary processes and controls to comply with the confidentiality obligations of the Agreement.
Signature Page Follows
 
 
 
 
 
 
 
 
9
IN WITNESS WHEREOF,
 
the Parties have executed this Agreement on February 25, 2025.
Popular, Inc.
Consultant
/s/ Eduardo Negrón
/s/ Ignacio Alvarez
Name: Eduardo Negrón
Name: Ignacio Alvarez
Title: Executive Vice President and Chief Administration
Officer